UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On June 13, 2024, Vroom, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Vroom, Inc. 2020 Incentive Award Plan (the “2020 Plan”) to (i) increase the number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) authorized for issuance under the 2020 Plan by 350,000 shares and (ii) correspondingly increase by 350,000 shares the limit on the number of shares that can be issued under the 2020 Plan pursuant to the exercise of “incentive stock options.”
For a description of the material terms of the Amendment to the 2020 Plan, see “Summary of the 2020 Plan as Amended by the Amendment” under “Proposal Four - Approval of the Amended 2020 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Amendment to the 2020 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Amended 2020 Plan, a copy of which is filed hereto as Exhibit 10.1.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
As noted above, the Company’s Annual Meeting was held on June 13, 2024. A total of 904,628 shares of the Company’s Common Stock, were present in person or represented by proxy at the Annual Meeting, representing approximately 50.37 percent of the Company’s outstanding Common Stock as of the April 19, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement.
Item 1 — Election of seven directors for a term of office ending at the annual meeting of stockholders to be held in 2025.
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Votes FOR |
Votes WITHHELD |
Broker Non-Votes |
Robert J. Mylod, Jr. |
426,871 |
40,307 |
437,450 |
Timothy M. Crow |
424,631 |
42,547 |
437,450 |
Michael J. Farello |
424,742 |
42,436 |
437,450 |
Laura W. Lang |
424,517 |
42,661 |
437,450 |
Laura G. O’Shaughnessy |
413,496 |
53,682 |
437,450 |
Paula B. Pretlow |
424,590 |
42,588 |
437,450 |
Thomas H. Shortt |
425,170 |
42,008 |
437,450 |
Item 2 — Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
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Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
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883,621 |
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11,859 |
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9,148 |
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0 |
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Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
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Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
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389,314 |
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70,876 |
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6,988 |
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437,450 |
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Item 4 — Approval of the Amended 2020 Incentive Award Plan.
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Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
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341,339 |
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119,869 |
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5,970 |
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437,450 |
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Item 5 — Election of Robert. R. Krakowiak as a director for a term of office ending at the annual meeting of stockholders to be held in 2025.
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Votes FOR |
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Votes WITHHELD |
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Broker Non-Votes |
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409,630 |
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45,715 |
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437,450 |
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Based on the foregoing votes, the director nominees listed under Items 1 and 5 were elected and Items 2, 3 and 4 were approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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Vroom, Inc. 2020 Incentive Award Plan, as amended and restated on June 13, 2023. |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VROOM, INC. |
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Date: June 14, 2024 |
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By: |
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/s/ Agnieszka Zakowicz |
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Agnieszka Zakowicz |
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Chief Financial Officer |